Terms and Conditions for Software Backup and restore

1	DEFINITIONS
1.1	"Supplier" means Websites4Christians;
1.2	"Consultant" means a nominated representative of Websites4Christians;
1.3	"Customer" means any person who purchases Services from the Websites4Christians;
1.4	"Client" means any person who purchases Services from the Websites4Christians;
1.5	"Proposal" means a quotation or other similar document describing the Services;
1.6	"Services" means the consultancy services as described in the Proposal;
1.7	"Terms and Conditions" means the terms and conditions of supply of Goods and Services as set out in this document and any subsequent terms and conditions agreed in writing by Websites4Christians;
1.8	"Agreement" means the contract between the Consultant and the Client for the provision of the Services incorporating these Terms and Conditions;
1.9	"Intellectual Property Rights" means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;
1.10	"Document" means any paper or email or other written agreement between Websites4Christians and the client.
1.11	"Mediator" is the party nominated to resolve a dispute between the Consultant and the Client.
1.12	"Websites4Christians" is a trading name for Project Huddle Ltd a company registered in Scotland company number SC346323.
1.13	"the Price" means the sums to be paid by the Customer to the Supplier as specified in Schedule 3 in consideration of the performance of the Project;
1.14	"the Project" means the design and delivery of the Website;
2	GENERAL
2.1	These Terms and Conditions shall apply to the Agreement for the supply of Computer backup services by the Consultant to the Client and shall supersede any other documentation or communication between parties.  Where the client has paid in full for the services.
2.2	Any variation to these Terms and Conditions must be agreed in writing by the Consultant
2.3	Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Consultant may be entitled in relation to the Services, by virtue of any statute, law or regulation.
3	Computer back up
3.1	The Supplier is engaged in business as a supplier of computer back up software and has agreed to supply backup software for the Customer upon the following terms and conditions.
3.2	In consideration of the payment by the Customer of the Price and subject to the terms and conditions of this Agreement, the Supplier agrees:
	3.2.1 to backup files including software images and other files as specified by the customer to the supplier at the time of installation. 3.2.2 to on request the backup installation to ensure data integrity.  This will involve additional cost which would be agreed prior to the integrity check.
3.3	The duties of the Supplier do not include the day to day management and testing of the backup.  The duties are limited to supplying backup software and space for the backup files. This can be varied in writing between the Customer and Supplier.
3.4	The Supplier accepts no liabillity for loss of data or consequential loss as a result of data not being backup correctly.  The liability remains with the customer as far as permitted by law.
3.5	The Customer warrants that the Supplier will not be held responsible or liable in any way for loss of any backed up data.
4	DUTIES OF CUSTOMER
4.1	The Customer shall specify to the supplier all files that are required to be included in the backup.
4.2	The customer will satisfy themselves that the relevant files are backed up and available on a regular basis and shall inform the Supplier of any problems that need resolved.
	The customer will manage the backup of the computer on a day to day basis and will ensure that the backup is running correctly.  This can be varied in writing between the Curstomer and the Supplier.
5	PRICE AND PAYMENT
5.1	In consideration of the provision of the backup software the Customer shall pay the Supplier the Price agree at the start of the engagement The Price shall include all taxes payable at the time of contract.
6	INTELLECTUAL PROPERTY RIGHTS
6.1	The Supplier grants the Customer rights to use any software supplied by the Supplier for use whilst the website is hosted by the Supplier.  Use of the software when not hosted by the supplied shall be subject to a separate agreement.
7	WARRANTIES
7.1	The Customer warrants and represents to the Supplier that any elements of text, graphics, photos, designs, trademarks or other material supplied to the Supplier for inclusion in the Website are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that the Supplier’s use of such material shall not infringe the intellectual property rights of any third party.
7.2	The Supplier warrants and represents to the Customer that all works created by the Supplier in the course of the Project will, unless otherwise stated in this Agreement, be original work and not subject to any intellectual property or other rights of any third party and that the Customer’s use of the Website shall not infringe the intellectual property rights of any third party.
7.3	All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, save for the statutorily implied terms as to title.
8	LIMITATION OF LIABILITY
8.1	Nothing in these terms and conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
8.2	The entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the Price paid by the Customer under this Agreement.
8.3	In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
9	TERMINATION
9.1	The Supplier shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
9.2	Either party may terminate this Agreement forthwith by notice in writing to the other if:
	9.2.1 the other party commits a material breach of the Agreement made for the website and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or 9.2.2 the other party commits a material breach of this Agreement made for the website which cannot be remedied under any circumstances; or 9.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or 9.2.4 the other party ceases to carry on its business or substantially the whole of its business; or 9.2.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
10	FORCE MAJEURE
10.1	Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
11	ASSIGNMENT
11.1	Neither party shall be entitled to assign or otherwise transfer this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
12	SEVERANCE
12.1	If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
13	NOTICES
13.1	Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
14	GOVERNING LAW AND JURISDICTION
14.1	This Agreement shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.